(1) AUTHORISZOR INC.
(2) BEESON GREGORY LIMITED
(3) RAYMOND SEITZ AND OTHERS
THIS AGREEMENT is made on January 2000 BETWEEN:-
(1) AUTHORISZOR INC. a company incorporated and registered in the State of Delaware, USA and whose
registered office is at Suite 600, 8201 Preston Road, Dallas Texas TX 75225, USA ("Company");
(2) BEESON GREGORY LIMITED a company registered in England and Wales with registered number
2316630 whose registered office is at The Registry, Royal Mint Court, London EC3N 4LB ("Beeson Gregory");
(3) those persons whose names and addresses are set out in the schedule to this agreement ("Directors").
A. At the date of this agreement, the Company has authorised 30,000,000 shares of common stock par value
US0.01 each ("Shares") and 2,000,000 shares of preferred stock par value US$0.01 each of which shares of
common stock are in issue and a further shares of common stock are subject to options and warrants issued by
B. The Company proposes to issue ___________ new Shares under a placing ("Placing") to be made by
Beeson Gregory on behalf of the Company to institutional and other investors outside the USA.
C. The Company and Beeson Gregory (as financial adviser to the Company) believe, and each of the Directors
acknowledge that, because of the size of their respective shareholdings and/or their relationship with the
Company, it is in the best interests of the Company and of protecting the market in the Shares that the Directors
refrain from disposing of Shares owned by them or by persons connected with them for a period following the
date of this agreement.
NOW IT IS HEREBY AGREED as follows:-
Each Director undertakes separately with the Company and Beeson Gregory that, except in the case of a
Release Event (as defined in clause 2 below), it will not, without the prior written consent of Beeson Gregory,
transfer or otherwise dispose of any Shares in which he or a person connected with him is direc